Avantor Inc
9 nominees · 4 ballot items.
Election of nine directors; advisory approval of named executive officer compensation (Say-on-Pay); advisory vote on frequency of future Say-on-Pay votes (one year recommended); and ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026.
Follow how the vote landed and what changed on Avantor Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
On the ballot4
- 1
Election of Directors
ManagementBoard: FORElect nine directors to serve one-year terms expiring at the 2027 annual meeting.
- 2
Advisory Approval of Named Executive Officer Compensation
ManagementBoard: FORAdvisory (non-binding) vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
More detail
This management proposal asks stockholders to approve, on a non-binding advisory basis, the compensation of Avantor’s named executive officers as disclosed in the CD&A and accompanying tables and narratives. Management and the Board contend that the compensation program aligns pay with performance through a mix of variable short-term cash incentives and long-term equity awards, including performance stock units tied to adjusted EPS growth and relative TSR, as well as retention awards in 2025 tied to the CEO transition. The Board seeks approval to reaffirm its compensation philosophy and to signal stockholder support for the compensation framework used in 2025, noting an 87% approval in 2025 and ongoing stockholder engagement. The recommendation to vote FOR is based on the Board’s view that the program motivates executives to execute the Revival plan and aligns management interests with stockholders; the CD&A cites pay-for-performance elements, clawback policies, stock ownership guidelines, and changes such as the Executive Severance and Change in Control Plan. Key context includes CEO transition in 2025, one-time retention awards, a 20% negative discretion adjustment applied to 2025 payouts by the Compensation Committee, and significant shareholder engagement shaping plan design.
- 3
Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
ManagementBoard: FORAdvisory (non-binding) vote to determine whether future say-on-pay votes should occur every one, two, or three years; the Board recommends one year.
More detail
This management proposal asks stockholders to indicate, on a non-binding advisory basis, how often Avantor should hold future say-on-pay (advisory votes on executive compensation) votes, with options of one, two, or three years. The Board recommends an annual (one-year) frequency, arguing it aligns with stockholder interests by providing regular and direct feedback and reflects prevailing governance practice. The recommendation is contextualized by the company’s recent leadership changes and ongoing engagement with shareholders; an annual vote allows investors to more frequently express views on compensation alignments during periods of transition. While non-binding, the Board will consider investor feedback in its governance practices. The proposal is routine in practice and typically garners strong support for annual voting among public company investors.
- 4
Ratification of Appointment of Independent Registered Public Accounting Firm
ManagementBoard: FORRatify Deloitte & Touche LLP as Avantor’s independent registered public accounting firm for 2026.
Nominees on the ballot9
Top institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DODGE COX | 17.5% | 119,648,329 | $938M |
| 2 | BlackRock, Inc. | 5.1% | 35,111,028 | $275M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.6% | 31,275,847 | $245M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 30,606,112 | $240M |
| 5 | WELLINGTON MANAGEMENT GROUP LLP | 3.5% | 23,680,279 | $186M |
| 6 | GREENHAVEN ASSOCIATES INC | 3.3% | 22,593,838 | $177M |
| 7 | BARROW HANLEY MEWHINNEY STRAUSS LLC | 3.1% | 20,902,428 | $164M |
| 8 | STATE STREET CORP | 3.0% | 20,721,079 | $162M |
| 9 | Engine Capital Management, LPActivist | 2.9% | 19,780,830 | $155M |
| 10 | BlackRock, Inc. | 2.9% | 19,739,453 | $155M |
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Frequently asked questions
- When is the Avantor Inc 2026 annual meeting?
- Avantor Inc (AVTR) holds its 2026 annual shareholder meeting on Thursday, May 7, 2026.
- What is the record date for the Avantor Inc 2026 meeting?
- The record date for the Avantor Inc 2026 meeting is Friday, March 13, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Avantor Inc's 2026 meeting?
- The board is presenting 9 director nominees at the Avantor Inc 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Avantor Inc 2026 meeting?
- Shareholders will vote on 4 proposals at the Avantor Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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